芝加哥商業交易所 (CME) 2011 Q4 法說會逐字稿

Good day, everyone, and welcome to the CME Group fourth quarter and full year 2011 earnings call. As a reminder, this call is being recorded. At this time, for opening remarks and introductions, I would like to turn the conference over to Mr. John Peschier. Please go ahead, sir.

Thanks. Good morning, everyone, and thank you for joining us. Craig Donohue and Jamie Parisi will spend a few minutes outlining the highlights of 2011 and the fourth quarter and then we'll open up the call for your questions. In addition, Terry Duffy, Phupinder Gill, Bryan Durkin, and Kim Taylor are also here as well. Before they begin, I'll read the Safe Harbor language. Statements made on this call and on the accompanying slides on our website that are not historical facts are forward-looking statements.

These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or implied in any forward-looking statements. For detailed information about factors that may affect our performance may be found in our filings with the SEC, including our most recent Forms 10-K and 10-Q, which you can find on our website. With that, I'd like to turn the call over to Craig.

Thanks, John. Good morning and thank you for joining us. I'm going to highlight CME Group's 2011 accomplishments and then share some thoughts about 2012. Afterwards, Jamie will review our fourth quarter financial results. Overall, 2011 results were strong, despite a challenging backdrop. 2011 volume averaged a record 13.4 million contracts per day, up 10% from 2010. Highlights for the year included record annual average daily volume for our FX, commodity, energy, and metals product lines. As well as double-digit average daily volume growth in our interest rate, equity index, commodity, and metals product lines.

Fourth quarter volume averaged 11.7 million contracts per day, down 2% from Q4 2010, but included 24% average daily volume growth in equity index products and 8% growth in energy contracts. During the year, we increased global market share relative to our top three competitors. On the short end of the interest rate curve, despite the continued zero interest rate policies, our Eurodollar volumes increased by 9% and while [LIFFE EUR] LIBOR volumes were essentially flat. On the long end of the curve, our treasury product volumes grew by 13%, outpacing EUREX's interest rate volumes, which grew at only 10%. Our commodity product volumes were also quite strong during the year. After an extremely robust third quarter, we saw decreased volumes and open interest in November and December, due to the Euro zone crisis, the failure of MS Global and normal seasonal patterns. Nevertheless, we have seen a strong rebound in open interest since the beginning of this year.

You may recall that open interest peaked on September 14 at 103 million contracts, and that open interest declined by 14% from 91 million contracts to 78 million contracts between Q3 and Q4 of last year. However, open interest has now increased by 11% to 87 million contracts since the beginning of the year with growth in all six product areas. While macroeconomic conditions in 2011 were challenging, many believe that the US economy is poised for a much better year in 2012. There are increasing signs that the zero interest rate policy of the Federal Reserve is finally getting some traction. Most segments of the economy, including consumers, corporations, and state and local governments, appear to have completed their adjustments to the post-2008 reality of less leverage and more modest income expectation. Moreover, the economy is learning to live with greater policy and regulatory ambiguity. All of this suggests that the US economy could realize better than expected real GDP growth in 2012, despite existing headwinds.

While we cannot control macroeconomic influences, I would like to highlight that we made excellent progress in 2011 in executing all three components of our global growth strategy. First, we have continued to successfully drive increased core business growth from our non-US customers and to increase volumes and revenues from Europe, Asia, and Latin America. Second, we have significantly increased our exposure to non-transaction fee-based revenue streams. These include our successfully launched Co-Location services on January 30 and our Dow Jones Index Services business, which we plan to combine with the S&P Index Services business. Third, we have made excellent progress in expanding CME ClearPort, launching CME Clearing Europe and continuing our substantial progress in clearing interest rate and credit default swaps. Let me briefly discuss each area. In 2011, we reached record levels of non-US electronic trading revenues estimated at more than $550 million.

Additionally, 2011 volumes during non-US hours grew by 16% compared to 11% during US trading hours. We are driving this growth through new global product offerings, increased sales staffing in Europe, Asia, and Latin America, and by attracting new international clearing member firms. Looking forward, we expect continued higher growth in non-US hours, volumes, and revenues. We have completed the restructuring of our Products and Services division, and now have all of our key leaders in place in each business line in our global sales function, and in our Europe and Asia offices. Each of these new leaders is developing business plans in these regions to accelerate our growth and expand revenues from those regions. Within Asia, one of the many areas that we are currently focussing on, there are increasing signs that China is beginning to open up and we are working with three new intermediaries who will be able to accommodate the trading activity of other Chinese FCMs. In addition, we recently announced an agreement with Mysteel, China's leading provider of ferrous price and indexing services, that develop risk management products for the ferrous metals industry, based on their market leading, price data services.

Turning to index services and Co-Location, our Dow Jones Index Services business contributed $91 million of revenue in 2011 and grew at more than 20% year-over-year. Pending regulatory approvals, our new agreement with McGraw-Hill will give CME Group a 24% ownership interest in the combined business. This will further strengthen our position in index services and index products and allow us to continue to be innovative with product development and co-branding across asset classes. We are looking forward to completing this transaction as soon as reasonably practicable.

We are also pleased to announce that we went live with Co-Location services offering this past weekend, which will enable us to generate between $40 million and $45 million of new revenues in 2012. Initially, there will be more than 100 firms housed in the facility, and more have expressed interest to join. Based on strong customer demand, we anticipate starting the next phase of our Co-Location facility in the second half of 2011 to expand capacity and to enable us to ultimately reach our goal of $100 million in annual revenues from this new business.

Turning to OTC Clearing, our existing OTC Clearing offerings have also gained significant traction. January ClearPort volume is up 27% since January 2011 with particularly strong growth in natural gas. In May 2011, we launched CME Clearing Europe and we have made steady progress. We now have more than 130 clients and brokers connected through CME ClearPort with 13 more clearing firms in the pipeline. Through CME CE, we are clearing more than 170 different energy, commodity, metal, and freight contracts, and we continue to expand the range of products that are eligible for clearing. January 2012, we experienced a significant increase in cleared volumes, clearing approximately 75% of the activity that was cleared for the entire year in 2011. We believe these volume and open-interest trends are evidence of non-US customer demands for Clearing CME products in Europe.

Next steps for CME CE in 2012 include additional metals contracts, the launch of interest rate swaps, and cross-margining between CME Clearing Europe and CME Clearing US. Turning to cleared interest rate and credit default swaps, we continue to make very good progress. Since inception, we have now cleared more than $247 billion of interest rate and credit default swap transactions, $209 billion in interest rate swaps, and $38 billion in credit default swaps. We now have more than 1,300 customer accounts with open positions and several thousand additional accounts actively testing with us. Our diverse client base includes asset managers, hedge funds, regional banks, government-sponsored enterprises and insurance companies.

In addition, in January, of this year we started to charge for OTC Clearing and the fee schedule can be found on our website. The European crisis and overall market conditions have been a catalyst for customers to reduce counter-party credit risks through CME Clearing, well ahead of the implementation of the swaps clearing mandate. The firms who have been early adopters at CME Clearing are viewed by their clients as market leaders and they're using this as a selling point to their clients. The catalyst has shifted from government rule-making to internal firm mandates to reduce counter-party credit risks and makes central counter-party clearing as efficient as possible. We are working closely with our clients to meet their expanding needs by broadening our product offering in OTC Clearing.

In Q4 last year, we successfully launched interest rate swaps in Euro dollars, British pounds, and Canadian dollars and we are targeting the launch of interest rate swaps in Australian dollars, Swiss francs, and Japanese yen in April of this year. At that point, we will be making 95% of the [plain vanilla] interest rate swap market clearable at CME. As an example of our success in introducing new products, we have cleared more than EUR58 billion in Euro-denominated interest rate swaps since launching them on October 17. Finally, before wrapping up, I thought I would spend a few minutes on the Fed's recent announcement to extend its guidance and the Federal Funds rate will remain at exceptionally low levels through 2014, as compared to the previous time frame of mid 2013.

The data provided by the Fed about diverging opinions on timing, certainly will only heighten interest in economic data. When additional signs of an improving economy emerge, then the debate about the timing of the next Fed move should intensify. We expect that to be eventually be a catalyst for significant hedging and trading activity, as the existing exposures will be adjusted along the entire yield curve. Fortunately, the market will hedge the risk of rising rates well before the Fed actually moves. If more optimistic, real GDP forecasts prove correct, the FOMC will see a substantially improved economy by early 2013 and the debate over whether to accelerate the normalization of monetary policy could erupt in the second half of 2012. Rate volatility will follow economic data and relate to the FOMC debate, not the actual timing of the rate rise. Having greater transparency from the FOMC, including yearly Federal Funds rate projections, is not likely to significantly impact rate volatility over time.

Indeed, if anything, the increased transparency may allow for a better tracking of the degree of dissension within the FOMC and that could lead to heightened volatility around times in which the FOMC appears to be divided over critical policy issues. I would like to reiterate that we remain intently focused on what we can control, which positions CME Group to maximize the amount of free cash flow we can generate no matter what is happening from a macro perspective. This was evidenced by the results of a very productive 2011, which I highlighted earlier. As Jamie will touch on, we remain disciplined on discretionary spending and we also intend to return excess capital to shareholders. We are determined to remain as efficient as we can to successfully guide CME Group through 2012 and beyond.

Last, I'd like to discuss two additional announcements we have made this morning. The first is related to our dividend policy, which Jamie will cover in detail in just a moment. The second is a $100 million Family Farmer and Rancher Protection Fund that, CME Group announced as one step to restore the confidence of market users following the collapse of MS Global. Particularly, those farmers and ranchers who hedge agricultural risks in CME Group markets.

In addition, we will continue to work with the rest of the industry, including the National Futures Association, the Futures Industry Association, our fellow exchanges and FCMs and customers to determine what additional safeguards will best serve the interests of all market users and strengthen protection of customer funds at the firm level. With that, thank you for joining us and I will turn the call over to Jamie to discuss the financials.

Thank you, Craig, and good morning, everyone. In 2011, we generated approximately $3.3 billion of revenue, up approximately 9% versus the prior year, while our operating income was up 11% and we saw a 1% increase in our operating margin to 62%. These results exclude the impacts of MS Global in 2011, the $20.5 million investment write-down related to CMA in Q2 of 2010, and non-cash deferred tax impacts that impacted both years, some of which I'll touch on later in my remarks.

Turning to the fourth quarter, at a high level, the notable items impacting our results included a slowdown in trading activity due to the factors that Craig mentioned earlier, a non-cash deferred tax adjustment which had a positive impact on EPS of $7.97, and like many of our customers, we were negatively impacted by the MS Global situation. We realized a $30 million decrease in operating income related to MS Global made up of a $3.2 million reduction in rental revenue and a $27 million increase in expenses related primarily to a write-down of MS receivables. These impacts are non-recurring in nature. Excluding the deferred tax benefit and the MS Global impact, our EPS would have been $3.55.

The rate per contract for the quarter was $0.811, similar to a year ago, but up 4% compared to the third quarter. The main drivers of the sequential increase in the overall rate were of greater proportion of higher-priced commodity products during Q4 and to a smaller degree the member, non-member, and venue mixes were each slightly positive. It is worth noting that as of January 1, we have begun charging OTC Clearing fees for interest rate swaps and credit default swaps. The overall blended rate for IRS, which is priced based on tenor, will eventually be approximately $5 to $6 per million of notional value cleared and $7 to $8 per million for CDS.

Turning to compensation and benefits expense, this line item was $116 million, down from last quarter, and a year ago. We saw a decrease in our bonus driven primarily by lower volumes and the negative impact of the additional MS Global expenses. Our stock-based compensation increased, due to the timing of our annual grant which occurred in mid-September. While we increased headcount during the year, and as of December our global headcount stood at 2,737, it was basically flat relative to the prior quarter. Lastly, the compensation line is down approximately $4 million versus Q3 due primarily to an unfavorable variance of earnings on deferred compensation balances, which is offset dollar for dollar in the investment income line.

Last quarter, we gave full year expense guidance of $1.23 billion to $1.235 billion with expected increases in stock-based compensation, marketing and professional fees, potentially higher deferred comp balances impacting compensation, and lastly, higher professional fees. Excluding the MS Global-related impacts, our total expenses for Q4 would have been $319 million and the full year would have been within the range we provided. Additionally, included in the Q4 expense was approximately $5.3 million related to the joint venture with McGraw-Hill. Offsetting that expense was a decrease in our bonus and license fees, based on lower volume in Q4.

I'd like to now turn to expense guidance for the full year 2012. In 2010, our expense growth was approximately 12.5% following a significant cost reduction program we had instituted in 2009, during the credit crisis. Coming into 2011, based on many growth initiatives, we started the year with guidance of 9.4% and we ended at approximately 7% for the year, with a focus on continuing to invest in growth, including areas like OTC and Co-Location, while also being as efficient as possible on the discretionary side. At our Analyst Day in October, we mentioned we intend to drive long-term expense growth below 5%. Today, I'd like to give you a range of expenses based on volume assumptions to assist you in modeling the year. If ADV growth were to come in close to 10%, we would expect expense growth to be in a range of 4% to 5% and if volume up were up between zero and 3% we would expect expense growth of 2% to 3%. In 2012, we expect our non-compensation expenses to be basically flat compared to 2011, with the main wild card being our license fees.

Turning to compensation, in 2012, we expect headcount growth to decrease significantly from the average 10% growth we experienced over each of the last two years. With non-compensation expense basically flat and minimal growth in our headcount, the vast majority of the 2012 expense increase levels I just outlined, will be due to the full year impact of 170 employees we hired last year, normal cost of living increases for our employees, and the full year impact of Co-Location expenses. This expense guidance is based on our current business heading into 2012 and excludes impacts from the expected sale of the CBOT building and the closing of joint venture with McGraw-Hill, both of which we expect to complete during the first half of this year. The CBOT building and CMA are basically breakeven businesses, so their divestiture should increase our efficiency from an income statement and balance sheet perspective. Also looking ahead, we expect our effective tax rate in 2012 to be between 41% and 41.5%, going as low as 39.5% in 2013.

Capital expenditures net of leasehold improvement allowances totalled $39 million in the fourth quarter and $156 million for the year. For 2012, our CapEx expectations are in the $140 million to $150 million range. This includes current plans to begin preparation for Phase II of our Co-Location buildout, which we expect to start during the second half of this year. We continue to see very strong interest and positive trends in terms of more firms utilizing our facility. We did not repurchase any shares of CME Group stock in Q4. For virtually the entire quarter, we had a self-imposed trading blackout due to Q3 and Q4 earnings, the MS Global situation, and the Dow and S&P transaction announced at the beginning of November.

We have been fairly transparent that we intend to return cash to our shareholders and in support of this, CME Group's Board of Directors has taken two steps this week. Yesterday, they authorized an increase in our regular quarterly dividend to $2.23 per share, which is up 59% compared to the 2011 dividend. At the current stock price level, that would represent a dividend yield in excess of 3.6%. We believe a strong and growing dividend will reward existing shareholders and will attract additional dividend oriented shareholders to what we believe is an exceptional business model that is not capital intensive and is highly cash generative.

Our Board also approved an additional annual variable dividend of $200 million, or $3 per share, this year, payable along with the first quarter's regular dividend of $2.23. Going forward, we expect this variable dividend will be considered in the first quarter of each year and will supplement the regular dividends. The amount of the annual variable dividend will be determined after the end of each year and the level will increase or decrease from year-to-year based on excess cash on hand and will be impacted by operating results, potential M&A activity and other forms of capital return, including regular dividends and share buy-backs during the prior year. Both dividends totalling $5.23 per share will be payable on March 26, 2012 to shareholders of record as of March 9, 2012.

In closing, I am confident in CME Group's future and I'm excited about the many growth opportunities we see ahead of us and what they mean in terms of long-term value creation for our shareholders. We will now take your questions. Please limit yourself to one question and one follow-up, so we can get to everyone. Given the number of analysts on the call please expect us to strictly enforce this rule, this quarter.

(operator instructions) Howard Chen, Credit Suisse.

Jamie, pretty strong statement on capital return. I'm just curious, in hindsight, how you all and the Board weighed this dividend payout level versus a broader share repurchase program? I'm just curious what the philosophy with respect to share repurchase here, to supplement the dividends or are you focusing more on dividends here? Thanks.

I'd say that the focus or the immediate future is going to be more on dividends. I believe personally that our shares are fundamentally undervalued in the market and by increasing the dividend and paying out an annual variable dividend, we're hoping to accomplish a few things. We want to signal to the market in an expedient way that we're very confident in our Company's future. We want to highlight that we have an exceptional business model, as I said before, low capital investment required, sizeable operating leverage, and great growth opportunities that we see ahead of us. We also want to, as I mentioned, invigorate our existing shareholders and attract new ones who are focused on yield.

Dividend stocks are receiving a lot of attention, especially in this low rate environment, and we think we're uniquely positioned to deliver yield and growth in this environment. Also, some shareholders will like the predictability of returns rather than the more sporadic buybacks. If you look back over the last decade, equity appreciation has been relatively flat and yield has driven returns and that happened again in 2011. We want to continue to show that we're true to our word. We've said all along that we're going to return cash flow to our shareholders and I believe that this combination of the regular dividend and the variable dividend puts in place a mechanism that ensures we'll continue to return excess capital in the future and keep our balance sheet strong and efficient. That, to me, is the most important take away that you have today, that we're committed to returning capital to our shareholders.

That makes sense. Thanks, Jamie. And then my follow-up, maybe Craig or Terry, was hoping for your thoughts on the recent EU decision by the Commission regarding an NYSE, [Eurex] and Deutsche [force] a combination. Do you see any implications on that ruling on the future of your business as either opportunity or risk?

I don't think so, howard. I think you've heard us say for a long time that we view this very much as a global market. I think the competitive dynamics in the industry are clear evidence of that. You've also, I think, seen us say for quite a long time, and I think it's become increasingly true, that the market is certainly integrated between the OTC segment of the market and the listed market, Dodd Frank, the regulatory initiatives globally, as well as just general market dynamics are clearly causing convergence between the two markets. That has been our view and continues to be our view. That was certainly the view that we believe was adopted here in the us, as well. We've always respected the fact that both NYSE and Deutsche boards are formidable competitors for CME Group, both independent and certainly together and we expect that, that will continue to be the case.

Howard, it's Terry. I think that there was obviously focus on the derivatives component over in europe, but I think they underestimated the value that people placed on a nationalistic value of these equity exchanges throughout europe and what that transaction could or could not do to them. With that uncertainty, I think there was more of that, that came into play than maybe met in the headlines. I do think that was a big part of it. Saying that, I think our government has seen it differently, we're in different businesses here, so I don't think, to add to Craig's point, I don't think it affects us one bit.

Great. Thanks for the thoughts, Terry, Craig.

Rich Repetto, Sandler O'Neill.

The first question is on MF Global, just trying to get an update. I know you ran through the 30 million, through the income statement, but just trying to see, if anybody would have a feel for the impact of volume you guys would. The impact on volume and then where everything stands from your regards?

Immediately after the crisis hit at the end of October, there certainly was a temporary impact on volume, as you saw accounts being transferred and going through all of that process. I think that volume is coming back. You can see in January, we did fairly good volumes starting to ramp up from the slower holiday season. We'll see how it plays out here for the rest of the year, but I think there was a temporary blip and it's coming back.

Okay. I'll move on to the second question, then, the follow-up. OTC clearing you're beginning to charge and Dodd Frank looks like the back half -- I know there's still some rules to be formulated and finally approved, but when do you think the real acceleration will occur? Do you think it's the back half of 2012 event or do you think it is a 2013 event? And do you have anything in your numbers, especially since you're charging now for the OTC clearing?

This is Bryan. We're already seeing tremendous buildup in traction with respect to our dealer-to-client relationships. We've signed on several hundred accounts across various client segments and we're very happy with the uptake that we're experiencing in that regard. We have numerous additional firms in the process right now of connecting up to our offering, and as you can see from the expansion that we are putting through with respect to the additional instruments and various currencies, that is driven by the demand of the client base that is connecting into us. A working assumption is the upcoming mandatory clearing requirements, which we realize is a little bit off; however, when you see the uptick that we're experiencing already, clients are driving that need. They want to make sure that they have the protections offered by our central counterparty clearing services.

I would just say, from an income statement perspective, rich, I wouldn't expect a very significant impact on the 2012 results from OTC. I think you'll start to see the traction building a little bit later on in the year or traction building now, but becoming a little bit more significant towards the end of the year and then growing after that.

To understand your answer little bit, that the mandatory requirement, that was better said than the way I put it, but the mandatory requirement for OTC clearing, you don't expect to have a big impact until 2013, but do you expect it to be a big impact then?

I think it's difficult to project forward until we see what the final rule-making looks like. But I would say in general, the mandatory requirement itself is certainly going to be much more of a driver in 2013 than 2012, given that it is not likely to be finalized until the fourth quarter of 2012 and from that, we'll have to judge it on the basis of what the final rules look like.

Okay. Thank you very much.

Alex Crane, UBS.

Just actually wanted to come back to two of the questions were already asked but maybe asked with a little bit more detail. First of all for you, Jamie, on the repurchases versus dividend, obviously appreciate your comment that you're focusing more on the dividend, but can you be a little bit more specific? Obviously, you have a share buyback program out there. You've bought back a little bit, already. There's an implied pace given what's outstanding. But can you maybe talk about how we should think about the remainder of the year in terms of the pace of the buybacks?

Sure. I would say for modeling purposes, for now, if I were you, I would remove the share buyback from your models for 2012.

Okay. That's pretty exact. Thank you. On Rich 's questions on the MF Global volume impact, when we talked to some folks on the floor and other participants, it sounds like, these are rough estimates, but that there's still maybe a volume overhang maybe like 10%, maybe even 15%, because some very important liquidity providers are still missing. First of all, does those numbers seem in the ballpark? I know its hard to estimate. Secondly, what do you still think needs to happen for some of these important people to come back and maybe what's the timeline until we can actually say we're back in a normal environment? Thank you.

Alex, it's Craig, I would encourage you to be somewhat skeptical or very skeptical of those types of estimations. First of all, I think it's very difficult to know what the lingering effect of mf global is on volumes given all of the other kind of dynamics that are going on macroeconomically and otherwise. But what we've been focused on is making it possible for our customers to continue doing their business. I think if you look at what we've done in terms of the account transfers, the fact that the trustee has returned $0.72 on the dollar, whereas you still have a lot of customers who are trading on foreign exchanges that haven't received any recovery at all yet. Most of our customers we believe are back in business, and back to doing what they do, and certainly being patient as we go through this unfortunately long bankruptcy process. But I would say I think it's more likely that only a very small subset of customers is likely, quote, unquote, out of the market. I think in terms of your comment about liquidity providers, the vast majority of professional traders and liquidity providers are actually back to work.

All right. Sounds good. Thank you.

Michael Carrier, Deutsche Bank.

One follow-up on the MF issue, and more from an outlook versus the current environment, you guys have mentioned some of the things that you're initiating given the situation and just the changes that we could see in the industry. There's some maybe concern or uncertainty on how much the FCM model changes in the future and if the costs for FCMs goes up, if that's passed on to the traders in the markets and if that can happen on volumes. Obviously, we've got a long ways to go in order to even know what's going to be changing. But when you think about the options that are out there and how the FCMs work and your relationship with them and their relationship with the customers, is there concern for that, or do you think with the FCMs, and given what you think could occur, the traders will likely be less impacted by any potential changes.

I think that's a great question, and one that probably doesn't yet have a great answer. There's a broad range of things that not only we, but certainly the CFTC, and other segments of the industry, like the NFA and the FIA, will be considering. At the broadest level, certainly everybody's focused on how we can further strengthen customer protection mechanisms, and enhance customer confidence in the customer protection mechanisms that already exist. I think you've heard Terry say a number of times, I think very correctly, that the industry actually has an excellent track record of customer protection. This is certainly a very significant and unfortunate result, but I think the vast majority of peoples' attention is going to be looking at incremental fixes that really enhance the existing structure. Those are things that are likely to include enhanced disclosure requirements regarding the firm's investment of customer funds, perhaps some restrictions on what firms may do with customer funds; I'm not sure those will be game-changers rather than incremental enhancements, et cetera, to protect customers.

Certainly, probably some focus on enhanced reporting procedures, maybe issues like certification by the CEO and the CFO of the firm. It would be a range of things like that. Some of the larger potential things that could be considered, would be custodial arrangements for customer funds held at the firm level. Those probably have more significant implications for the FCMs in terms of their business models, but that's a discussion that we'll be having with the industry and I think it's just too soon to determine what the impact would be on the economics of the firm. But let me ask Kim, since she's joined us this morning and she's really the point person for us on these issues to comment.

I think that there are changes afoot in the business model for FCM. We're very cognizant in everything that we do in terms of our clearing policies to try and promote clearing member diversity so that there is an array of business models or an array of different business providers available. That helps impacts the costs to customers and keep them lower, as low as they can be, with competition. The exit of MF Global as a provider does potentially have an impact on the choices available to customers in the short run. But, in addition, to the issues that Craig was talking about, about the regulatory environment changes, another change that we see coming that will affect customer access to the marketplace is actually the entry of global clearing members into our market. We have new entrants coming in, and actually new entrants coming in right now from the Asia-Pacific region who are very well-versed in servicing the broad type of customer base that MF Global serviced. I think in the medium term there will be plenty of choice for these type of customers.

Okay. Thanks. That's helpful. Jamie, maybe on the follow-up, there are a couple of moving items in the quarter, both on the revenue and the expense side. I just want to understand, in terms of the MF impact, I'm assuming the $3 million on the revenues was in the other bucket and anything else that moved that line item around. Then just on the expenses, did you say the MF impact was in comp or other? And then even if I strip out if it was in other, it seems like the other expense line was still fairly elevated. I just wanted to find out if there was anything else in that line.

Sure. The MF was definitely concentrated in the other line. There was about $27 million of additional expense in other expense marketing, marketing and other expenses tied to MF. The fourth quarter for us is typically a higher expense quarter for marketing and other expenses, as we engage in our global leadership conference and some other marketing events that drives some of that cost and it tends to be a heavier quarter for us, as well, in terms of advertising. Those things, also, drove the other expense up in the fourth quarter.

Okay. Thanks a lot, guys.

Jillian Miller, BMO Capital Markets.

The $100 million guarantee fund for the farmers, the families of farmers, that aren't made whole from the MF debacle, it seems like a little bit of a shift from the approach you guys have been taking in the past, which I believe was just to make guarantees related to technical issues related to wiring of the money and processing of the returns. I just wanted to get kind of a clear idea of your thinking with respect to what obligations you might have; not even on a legal basis but just more on an ethical or business basis, what obligations you feel you might have to customers of MF to compensate them if the money isn't returned?

Jillian, this is Terry Duffy. One of the things that we brought forward on this proposal, and I felt very strongly about it, was this is a constituency that basically started these businesses way back when and the world relies on these particular producers of products, especially of food, to feed the world. It's one of the great exports of the United States throughout the world. They do need to rely on our markets. They do play it fairly tight to the vest, as you can imagine. These are not speculator-type participants. These are purely bona fide hedgers of food in the ground or cattle on the feed, or pigs on feed, and we felt it was critically important to give them an additional comfort zone to go up to this new fund.

Again, this is not something that would be retroactive for MF Global clients. This is a go-forward type proposal and the reason it's obviously going to be an insurable-type proposal. I just think it's paramount to give credibility back to the industry and show that the CME Group -- there's certain things we can do on our own, there's certain things we can do as an industry. We felt this was first step that we could do on our own and it was very important that we do so. The bigger steps to come that address the other $158 billion of customer-segregated funds have come as industry solution, not just a CME-driven solution. But this one, in particular, I felt strong about as did others, to get this through because it will give us the comfort of the farmers to be able to go back forward and do the risk management they need to do. They cannot get loans at banks unless they use our markets and we need to give those bankers comfort and we need to give the cooperatives comfort and we need to give the farmers comfort and I do believe this does all that for them.

Okay. Thanks.

I would just add, you mentioned this kind as of a departure for us or different way of looking at things for us to have an ability to protect end customers and I just want to remind you that we long had a trust fund that was designed to protect the end customers in case of losses due to the defaults of a clearing member. We actually put that trust fund to work in this case and it will protect the customers of MF Global. The Family Farmer and Rancher Protection Fund, the way I look at it is a more specifically targeted version of a similar concept of funds to protect our customers in the future should they incur losses due to the demise of their clearing member.

And to Kim's point, the $50 million that she's referring to, it's already dedicated towards the MF Global situation, this is on a go-forward basis, not on a retroactive basis.

Okay. Got it. Thanks. Just moving on to the CME Clearing Europe, (inaudible) started taking off in January, and I was just wondering if we can get more color on what is driving that? I'm not sure if there is new product launch or some new functionality introduced or if it's just getting to a critical tipping point in terms of the number of customers that are signed on?

Thank you for that. It's Bryan. We're deeply excited about the uptake that we've experienced in the last few months and it's really been more driven in the energy sector, as well as we see a strong interest building on our metals and ag side of the component. We've listed well over 100 products in the energy component in and of itself. These are highly-structured instruments that the user community is finding most locally relevant and are very happy with the services that Kim Taylor and her team is providing through CME CE in that regard. You can expect to see a greater emphasis in the buildup of that product sector. I would say predominantly in the energy, ags, and metals quadrant, we will also be looking very aggressively towards the interest rate swap side of it as well, as we're seeing a good demand coming from our client base in that region, as well.

Okay. Thanks. Just real quick what was the timing rate on the interest rate swap launch in Europe?

Second half of this year.

Thanks.

Dan Fannon, Jefferies.

Jamie, on the expenses, if you could first give us the starting point for 2011? I assume you're excluding the MF charges, but I just want to make sure that's the case. Then also maybe some numbers around some of the things that you are excluding like the CBOT building, as well as the McGraw-Hill, what that could potentially mean in terms of expense removal?

Sure. You're right, the base we're looking at for 2011 would be excluding the MF Global expenses. That puts us at around to $1.233 billion in expenses as a base, working off of there using the percentage that I gave you earlier. In terms of the CBOT building and the Dow Jones impact on expenses, if you assume it's for half the year, and that's an assumption right now, we're assuming they close by the end of the first half, it's probably somewhere in the neighborhood of $30 million net in terms of expense reduction related to those. There is, obviously, revenue associated with those, as well. The building is basically breakeven. That's the general impact.

Okay. That's helpful. A lot of topics in the news around the MF issue and one of the things that have been talked about is the potential removal of your SRO status. I just wanted to get your guys' thoughts on what that would mean from you from a go-forward basis?

I would caution you on that one. I think you've heard very few number of people actually raise that question. I think as we've said before, firstly, we're very confident that we do an excellent job in terms of our statutory self-regulatory responsibilities. That's a model that's been in place for many, many decades. We invest a tremendous amount of resources in market regulation and we think that we're very effective.

I think if you look at our track record, you would find that we have been. I think when it comes to clearing term oversight, it's important to remember that we are ultimately the guarantor of all obligations at the clearinghouse. We have, I think, the most compelling interest in making sure that our clearing member firms have the financial and capital resources to meet their obligations to the clearing house, as well as the proper mechanisms. That'll be a topic that'll be discussed, but I think we're very confident that, that change won't likely occur.

Great. Thank you.

Roger Freeman, Barclays Capital.

On the dividend news, when I look at free cash generation this year, it's probably north of $1 billion. I think these dividends combined are about $800 million or so, you have $1 billion in cash. There's still a pretty big delta versus the $700 million minimum cash you want to keep on hand. I'm trying to think about other capital deployment or reserves that you're looking to keep on hand, given especially there's no buybacks in the outlook as well.

Sure, we like to keep a little extra on hand for little partnership deals and whatnot we might do throughout the year. The real think to keep in mind here is that we're looking at this as an annual process. We're going to look at this again at the beginning of next year and see where we are in terms of that excess cash balance and this is a new area for us, as well. We're working through it and you'll see next year we'll look back and say, okay, we've got excess cash as of the end of 2012 and look to return it, potentially a good portion of that, in a fifth dividend in 2013. It's going to be an ongoing process and longer-term we're not -- I said earlier don't include any buybacks in your model for 2012. That doesn't mean that we're abandoning them forever, but I'd say that keeping them out of 2012 in your models is the right way to go.

Okay. That's helpful. Second question would be around OTC clearing, do you, in your discussions with dealers, on a high level, we've heard given the new capital rules, especially around (inaudible) 2.5 and 3, that there's maybe a bias for dealers to want to concentrate clearing for any given product in one clearinghouse because of capital inefficiencies of having collateral on hand at two different clearinghouses. I'm wondering if you're hearing that at all? Obviously, from a rate standpoint, that's great for you, for CDS, it might not be.

I think there is a heightened focus in the industry on the capital impacts of the OTC clearing. I think we are very well-positioned to be a good choice in terms of providing capital efficiencies for the clearing members in servicing the OTC business. You mentioned the interest rate swaps versus our interest rate futures markets, that the interest rate futures markets are the primary hedge actually for the dealer community in hedging their interest rate swap exposure. We're very well-positioned to provide a capital efficiency there. We also are taking a very global approach to the way that we provide the services, as Bryan mentioned, that we're focused on putting interest rate swaps in the UK clearinghouse as well. We're focused on having capital efficiency opportunity for clearing members between those two clearinghouses. A lot of what the clearing members do is service agency business, and the requests of their clients to clear in one clearinghouse or another or one jurisdiction or another, we're poised to provide maximum capital efficiencies for them in that regard.

Okay. Thanks.

Ken Worthington, JPMorgan.

To follow up I think on Rich's question for Terry or Craig, in terms of the regulatory response to MF, how realistic is it to change account segregation rules and maybe segregate at the individual account level? We've heard it, I don't know if it's realistic. If it is realistic, what would be the cost for CME terms of implementation? Is that something that's cheap and easy to do or is that something that's complex and expensive to do?

Let's ask Kim to respond to that. I think she's best equipped to do that.

I think it definitely the customer segregation rules are something that is under review. If you look at what has happened with the over-the-counter swaps, you'll see that there has been a move by the CFTC to put, what everybody calls LSAC, legal segregation but operational co-mingling in place for swaps. There is discussion about moving that type of a regime or further changes in the customer protection regime in futures. To answer your other question, though, if you went to full individual segregation with every client having its own individually segregated account, what the costs of that would be, the costs of that can be real. I can't give you a number, but the costs of that could be significant enough that many customers probably would not find it beneficial to pay the additional costs to get the additional protection.

It would be almost an insurance decision of sorts for clients. We had advocated actually for the interest rate swaps for the OTC environment, an optional model to allow clients to choose fully individually segregated accounts, and that way, if we make it optional, you make a business decision of the client whether they want to bear the additional cost. As far as additional costs to CME, I think our feeling is that most of the additional costs of a program like that would be passed through in some way to the people who elected to use such type of a program.

This is Gill. If I can just add to what Kim said, I think at the start of the question, you were talking about this as a response to MF Global. Just so you know, this LSAC would not have prevented the event that occurred at MF Global. That was fraud and anybody can commit fraud.

Actually, LSAC would not prevent the events that it is purporting to prevent in the future, either. We're not big proponents of that as a really viable model, but Gill is absolutely right, it would not have prevented MF Global.

Great. Thank you. And then a fake question for Jamie, sorry, in the tax accrual in 2012 with the state tax rates changing in the second half of '12, how do you accrue? Do you accrue higher in the first half and lower in the second half or do you just normalize from the beginning of the year. Sorry.

It's actually a good question. It gets normalized throughout the year and spread over the year. You don't take it into account later in the year.

Okay. Great. Thank you.

Ed Ditmire, Macquarie.

I wanted to go back to the question over the SRO being part of CME. Aside from the question of whether or not you believe that's an appropriate model, can we talk theoretically if a decision was made to split off the SRO like it was at NYSE where its regulatory unit became part of [FNRA]? And maybe just talk about if the same enforcement type of personnel worked at a different organization instead of CME and enforced the same rules, do you think there would be any material impact on your business?

I think what I would really say there is that, and I tried to say that before, is we would clearly continue as the guarantor of all obligations between and among clearing members and their customers at the clearinghouse, to insist upon direct access to our clearing firms' financial and capital and risk management operations, so that we could actually be sure that they can meet their obligations to us so that we in turn can meet our obligations to everybody else. It would unfortunately only result in redundancy and duplication of cost and probably additional complexity in properly overseeing the firm. I don't think I can give you a better answer than that. We just don't view that as a realistic outcome in any of this. The reality is that it would result in additional duplication of effort.

Okay. Thank you. And one follow-up question for Jamie, you talked about the tax rate going as low as 39.5% in 2013.

Yes.

Would that be the fully implemented tax benefit of the recent change or could there be additional benefit in years beyond 2013?

That's the fully implemented benefit of the new apportionment rules for Illinois.

Thank you.

Rob Rutschow, CLSA.

First question would be on activity in the non-US segment. Can you tell us what the quarter-to-quarter change was in terms of volume and open interest for your non-US customers? In particular, if you have any view on what the European banks were doing quarter-to-quarter?

This is Bryan speaking. We definitely see continued growth in the non-US hours from our non-US client segments. We're very pleased with the increase that we're seeing, particularly out of Europe and within Asia and that's going to be a continued area of emphasis in terms of our growth going forward. With respect to the banks, in particular, while towards the middle to the end of the fourth quarter, we saw some pullback, I would say, from the European banks based upon the uncertainty of what was happening over there, we are definitely seeing from the activities through January a positive uptake in that regard from that segment.

Okay. Thank you. Second follow-up question would be on [co-lo], I realize it is only a couple days old. Do you see any change in customer behavior and was there any sort of change in customer behavior as these clients were transitioning from an external third-party provider to you?

With respect to the co-lo activity, very pleased with the seamless transition of business. There was absolutely no disruption whatsoever in terms of the connection of all of our client base. Current feedback that we've been receiving has been extremely positive.

Okay. Thank you.

(Operator Instructions) Matthew Heinz, Stifel Nicolaus.

Apologize, just one more follow-up on the MF situation. Obviously this would be a different discussion if you weren't a public company, but in the future, given some of the lessons you learned as an organization in the past few months, in acting with the dual mandate of an SRO, and also as a steward of shareholders how can you better align the interests of your customers and your shareholders should we see this type of scenario in the future?

I'm not sure I understand your question, but I think those interests are actually very well-aligned. If we serve our customers well, then obviously that results in positive outcome from a business perspective and that helps us reward shareholders. If you want to be more specific, I'm happy to try to answer that better than I just did.

Yes, I think what I was aiming at is it seemed like there was uncertainty and consternation on your behalf over how much assistance you should provide to customers, and there was obviously some push-back from the community in terms of how much CME should or could be responsible for.

Okay. I think what you've seen from us, and I think that's the most important thing, is you've seen us work very hard to make this very difficult situation that MF Global created for its customers, less onerous for those customers. Our focus was in transferring accounts, releasing collateral, helping customers get repositioned at other clearing member firms. I think that you've seen us issue the guarantees, which are really, we think, extremely low-risk, but were intended to accelerate the return of capital to shareholders. I think even with what you've seen from us today in terms of the Family Farmer Protection Fund, it's a prospective, going-forward way to protect customers and enhance customers. We've done everything within our ability and we will continue to do everything within our ability, to really assist our customers in that way. But this was not a failure by CME Group or CME Clearing, this was a failure by MF Global and its management to protect the customer funds held at the firm, not at the clearinghouse level.

This is Terry. Let me just echo Craig's comments, but also, we were drilled fairly hard in Washington over nine days of three Congressional hearings Anybody who followed that will see that CME was the only one that gave a very detailed outline of what we did minute by minute to show that our SRO worked flawlessly and there was, as others would say, fraud committed in this act and you can not prevent against fraud. We did the right things and we had the answers for the Congress, where others were saying we don't know what happened to the money. To us, we did do our SRO responsibilities and at the same time, we protected the interests of our shareholders.

Thank you very much for that answer.

Jonathan Casteleyn, Susquehanna.

It sounds like the CFTC has formed a subcommittee to review high-frequency trading in commodity futures. I know you can't speak for the regulators, but just wondering, at this stage, do you have any idea what they're going to be looking at?

This is Bryan. I had the pleasure of serving on the Technology Advisory Committee for the CFTC and one of the issues that they are looking for is to gets greater clarity and definition around what actually is high-frequency trading. It's been an issue of debate, obviously, out there for sometime. Commissioner O'Malia has taken up the concept of developing a subcommittee to really try to refine what is the definition of high-frequency trading and what are the activities associated with it, and should there be any best practice or type regulatory additional regulatory requirements imposed on that segment of user once they actually come up with the definitions, is my understanding.

At this stage, more of a discovery process versus forthcoming regulation or anything of that nature?

Based on what we know, that's what it appears.

Okay. Thank you.

Niamh Alexander, KBW.

Can I talk about SIFI? Specifically, can you help me clarify if I'm thinking about this correctly for CME, you are already a [SICO], is it? A significant, systemically important clearing organization and you operate within certain rules and requirements and limitations of the capital on that. And, therefore, should I not consider CME maybe as part of the conversation and those capital requirements and rules that might apply to bank-type organizations in a SIFI situation?

I certainly would be surprised if CME did not the fit the definition of a systemically important clearinghouse under the new federal regulations. As far as banks' capital requirements pertaining to clearinghouses, I think there will be different capital regime that will apply to clearinghouses. I would not suggest that you look at bank capital regime and apply that to a clearinghouse, if that was the question.

Have you had those discussions, yet? Or have you been part of, I believe, there is a questionnaire submitted to some utility clearinghouses for consideration or SICO, is that where you are in the process right now?

We are participating in the government's review process of establishing the requirements here. We're also very active in participating with BASEL as they try to adapt the capital requirements for banks under this new regime.

Okay. We'll have to watch this space for maybe some specific metrics that we can monitor?

Yes.

Thank you.

Brian Bedell, ISI Group.

There has been a few stories on some of the implications from Dodd Frank in terms of taxation, specifically Section 1256 of the US Tax Code that, at least in the stories, could end up applying to different taxation for futures products and the 60-40, long-term, short-term, gain treatment. One of your directors had researched perhaps was quoted in that, could you comment on your view on that? Whether you think there will be any impact on futures products?

Yes, I'm happy to do that. Obviously, first of all, 60-40 tax treatment for exchange traded futures has been in place for many decades, and the Dodd Frank Act really codified what was largely true, anyway, which is that swaps are really not eligible for 60-40 tax treatment. The vast majority of people who use swaps don't qualify for that treatment. I don't think that represented, in fact, very much of a change in the landscape from what existed prior to Dodd Frank. There is not any kind of serious proposal out there to change that as it relates to exchange traded futures contracts. If you looked at the at the history of 60-40, it was really adopted very specifically by the Congress to ameliorate the harsh result of the mark-to-market rules and was viewed as an appropriate decision by Congress at that time. I would imagine they would take the same view today.

Just to elaborate on what Craig just said, the 60-40 treatment that is received now for listed products in the bill that Senator Levin has in place, that he's trying to have put into the tax discussions going on right now, that bill would only impact small individual traders and hurt small entrepreneurs, because large corporations do not receive 1256 treatment today. We have said all along in Washington that you would be only hurting the small liquidity provider and taking them out of business and making the big banks larger and stronger into the marketplace, which is not what they're trying to do. I think it's a bit of a perverse rule that they're trying to capture. It is a $2.5 billion score over 10 years and that is a big assumption that the volumes would stay the same or the participants would stay the same. Our point is not only would you not get $2.5 billion, you would probably lose other revenues from these small participants.

Right. At the end of the day, you think that will be defeated and the current tax treatment will largely stay in place for futures?

I believe that the listed futures products on the 60-40 will continue to prevail to get that treatment going forward. I don't think there's enough support for anybody to take it away from an individual business owner.

Great. Thanks very much.

In the consideration of time I would now like to turn the call back to Mr. Pechier for any additional or closing comments.

It's Craig Donohue. I just want to thank everybody for joining us this quarter and we certainly look forward to our next earnings call.

That does conclude today's conference. Thank you for your participation.